Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 shares of Common Stock, $0.001 par value per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (but before the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the any closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (Share Exchange but before excluding the closing Shares of this Common Stock issued in the Offering), there will be outstanding 18,603,191 19,109,630 shares of Common Stock and 964,444 warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock; however, Jxxxxxxx Xx shall convert approximately $1.3 million owed to her by Attainment Holdings into shares of Common Stock of the Company on the effective date of the Company’s proposed firm commitment public offering (the “Public Offering”) which will occur concurrently with its listing on the NYSE Amex, the conversion price of such shares to be equal to the price per share of the shares sold in the public offering. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock The capitalization of the Company will consist as of 750,000,000 shares of Common StockNovember 16, $0.001 par value per share2004, is as described in the Company's Form 10-QSB for the nine months ended September 30, 2004. Of the authorized The Company has not issued any capital stock since such date other than pursuant to the conversion or exercise of the Company, immediately after the effective time of outstanding common stock equivalents or as contemplated by the Merger (but before Agreement. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stocktransactions contemplated by the Offering Documents. Except as a result of the purchase and sale of the Units Common Stock, as contemplated in the Merger Agreement, Agreement or as disclosed in the SEC Reports or the Offering DocumentsReports, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the The issuance and sale of the Units Common Stock will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The outstanding shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be Company have been duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have has been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, Agreement will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets meet the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing any Closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger Share Exchange and including the Shares of Common Stock issued in the Offering, assuming it is fully subscribed at such effective time, and assuming the cancellation of the Maximum Cancelled Shares and the Maximum Cancelled Warrants pursuant to the Share and Warrant Cancellation Agreement at the effective time (but before as such terms are defined in the closing of this OfferingShare and Warrant Cancellation Agreement), there will be outstanding 18,603,191 24,233,333 shares of Common Stock and 766,667 warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 shares of Common Stock, $0.001 par value per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger on September 5, 2007 (but and before the closing of this Offering), there will be were outstanding 18,603,191 30,126,560 shares of Common Stock, options to purchase an aggregate of 4,498,046 shares of Common Stock, and warrants to purchase an aggregate of 10,454,519 shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, Shares or as disclosed in the SEC Reports or the Offering DocumentsReports, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documentsherein, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the SubscribersSubscriber) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger (but before prior to the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsSEC Reports. The Common Stock and the Warrants to be issued to the Subscriber have has been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, the Company has not received any notice from FINRA or any other self-regulatory organization or governmental agency that the Company may not be in compliance with such criteria, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 172,744,750 shares of Common Stock, $0.001 par value per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (but before the closing of this Offering), there will be outstanding 18,603,191 19,858,404 shares of Common Stock, options to purchase an aggregate of 2,588,314 shares of Common Stock, and warrants to purchase an aggregate of 2,817,416 shares of Common Stock, including warrants to be issued by the Company to certain Ironclad investors upon consummation of the Merger, but excluding any warrants to be issued to the Placement Agents as described in the Offering Documents. Except as a result of the purchase and sale of the Units Units, as contemplated in the Merger Agreement, Agreement or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (Share Exchange but before excluding the closing Shares of this Common Stock issued in the Offering), there will be outstanding 18,603,191 _________ shares of Common Stock and ________ warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing any Closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (but before Share Exchange, and including the closing Shares of this Offering)Common Stock issued in the Offering assuming it is fully subscribed at such effective time, there will be outstanding 18,603,191 20,000,000 shares of Common Stock and 516,000 warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share, and 5,000,000 shares of Series A Convertible Preferred Stock, $0.0001 par value per share, and 5,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), ) there will be outstanding 18,603,191 9,081,000 shares of Common Stock and warrants to purchase 7,096,390 shares of Common Stock at an exercise price of $0.0001, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (but before the closing of this Offering)Share Exchange, there will be outstanding 18,603,191 20,572,000 shares of Common Stock and warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 shares of Common Stock, $0.001 par value per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger on April 18, 2008 (but and before the closing of this Offering), there will be were outstanding 18,603,191 35,389,504 shares of Common Stock, options to purchase an aggregate of 5,360,965 shares of Common Stock, and warrants to purchase an aggregate of 10shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, Shares or as disclosed in the SEC Reports or the Offering DocumentsReports, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documentsherein, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the SubscribersSubscriber) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger (but before prior to the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsSEC Reports. The Common Stock and the Warrants to be issued to the Subscriber have has been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, the Company has not received any notice from FINRA or any other self-regulatory organization or governmental agency that the Company may not be in compliance with such criteria, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after The Company hereby represents and warrants to the effective time Subscriber as of the Merger (but before date hereof that immediately following the closing consummation of the transactions contemplated by this Offering)Subscription Agreement, the authorized capital stock Subscriber will hold the Securities in the Company set forth on Exhibit B hereto. Immediately following the consummation of the transactions contemplated by this Subscription Agreement and the other subscription agreements by and between the Company will consist of 750,000,000 shares of Common Stockand the subscriber parties thereto (including those subscription agreements, $0.001 par value per share. Of the authorized capital stock of note and warrant purchase agreements or note purchase agreements executed pursuant to the Company, immediately after the effective time of the Merger ’s private placement memoranda (but before the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documentscollectively, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below“PPM”)), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorizedsuch agreements, and when issued and paid for in accordance with this Subscription Agreement, the PPM or any amendments to the Certificate of Incorporation, and other than up to 1,000,000 shares of Common Stock reserved for use as part of the Company’s management incentive plans and 300,000 shares of Common Stock issued to the Founders prior to the Offering, there will be duly and validly issuedno existing options, fully paid and nonwarrants, calls, pre-assessableemptive rights, and subscriptions, profit or equity appreciation rights, phantom equity or other similar rights, or other rights, agreements, arrangements or commitments of any character, relating to the Warrant Shares, when issued upon exercise or unissued Common Stock of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specifiedCompany or any other equity security of, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Boardor equity interest in, the Company and obligating the Common Stock meets Company to issue, transfer or sell or cause to be issued, transferred or sold any equity security or equity interest or voting debt of, or other debt interest in, the criteria Company or securities convertible into or exchangeable for continued quotation and trading on such equity securities or interests, or obligating the OTC Bulletin BoardCompany to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and there will be no suspension outstanding statutory or contractual obligations of trading the Company to repurchase, redeem or otherwise acquire any Securities or equity securities of the Company. UNCOMMON GIVING CORPORATION SUBSCRIPTION AGREEMENT INVESTOR INFORMATION PAGE Investor Name(s): Individual Investors Date of Birth: Nationality: Place of Birth: Occupation: Residential Address: Social Security Number: Entity Investors Address of Investor for Fund Records: Registered Office Address of Investor: U.S. Tax Identification Number: Approximate number of beneficial or equity owners: Type of Legal Entity: Date of Formation: Jurisdiction of Formation: Name and Title of Authorized Person Completing the Questionnaire: Primary Contact: Address: City: State: Zip: Cell phone: Fax: E-mail: Mailing Address (if different from street address): Address: City: State: Zip: Copies of all correspondence should also be sent to the following person: Name: Cell phone: Address: Fax: E-mail: City: State: Zip: Investor Type: ❑ Individual ❑ Individual Retirement Plan ❑ Estate ❑ Limited Liability Company ❑ Partnership ❑ Foundation ❑ Trust ❑ Corporation ❑ Endowment ❑ Community Property ❑ Charitable Remainder Trust ❑ Other ❑ Tenants in Common Specify: ❑ Joint Tenants (with rights of survivorship) If “Joint Tenants,” are the Common Stock is parties that comprise the joint tenancy married to one another? ❑ Yes ❑ No UNCOMMON GIVING CORPORATION SUBSCRIPTION AGREEMENT SIGNATURE PAGE The Subscriber hereby: (1) tenders the Subscription Amount and subscribes for the number of Securities indicated above and (2) acknowledges that the Company may issue fewer than the number of Securities you subscribed for in effect.its sole discretion. INDIVIDUALS Signature Date: Spouse Signature Date: Print Name: Print Name: ENTITIES Signature Signature Print Name of Trustee or Other Fiduciary Print Name of Co-Trustee or Other Fiduciary Title (if applicable) Title (if applicable) Date Date Signature of Grantor Print Name of Grantor Date FOR INTERNAL USE ONLY ACCEPTANCE PAGE TO SUBSCRIPTION AGREEMENT The Company acknowledges receipt of, and accepts, the Subscription Agreement and payment of the Subscription Amount. Uncommon Giving Corporation By: Name: Xxx Xxxxxxx Title: Founder & CEO Dated: EXHIBIT A PURCHASER REPRESENTATIVE(S) EXHIBIT B SUBSCRIBER’S SECURITIES

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 0.0001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger Share Exchange (taking into account a 1.371188519-for-1 stock dividend of the Company’s outstanding Common Stock, but before the closing of this Offering), there will be outstanding 18,603,191 23,156,629 shares of Common Stock, and no warrants or options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in Exchange Agreement. Out of the Offering Documents23,156,629 shares of Common Stock referenced above, 1,999,192 are owned by employees or affiliates of WestPark Capital, Inc. (the “WestPark Affiliates), such parties having agreed to a lock-up of 1,528,933 said shares with certain third parties, to be effective upon the Closing Date, pursuant to which they agreed not to sell their shares of Common Stock of the Company until nine (9) months following the day the Company’s common stock begins to be traded on either the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market the OTC Bulletin Board or the Pink Sheets. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 50,000,000 shares of Common Stock, $0.001 par value per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger (but before the closing of this Offering), there will be outstanding 18,603,191 19,853,115 shares of Common Stock, options to purchase an aggregate of 2,592,641 shares of Common Stock, and warrants to purchase an aggregate of 2,715,737 shares of Common Stock, including warrants to be issued by the Company to certain Ironclad investors upon consummation of the Merger, but excluding any warrants to be issued to the Placement Agents as described in the Offering Documents. Except as a result of the purchase and sale of the Units Units, as contemplated in the Merger Agreement, Agreement or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock The capitalization of the Company will consist as of 750,000,000 shares of Common StockSeptember 30, $0.001 par value per share2004, is as described in the Company's Form 10-QSB for the nine months ended September 30, 2004. Of the authorized The Company has not issued any capital stock since such date other than pursuant to the conversion or exercise of the Company, immediately after the effective time of outstanding common stock equivalents or as contemplated by the Merger (but before Agreement. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stocktransactions contemplated by the Offering Documents. Except as a result of the purchase and sale of the Units Units, as contemplated in the Merger Agreement, Agreement or as disclosed in the SEC Reports or the Offering DocumentsReports, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The outstanding shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be Company have been duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock Units and the Warrants underlying warrants to be issued to the Subscriber have has been duly authorized, and when issued and paid for in accordance with this Subscription AgreementAgreement will be valid obligations of the Company, and the Common Stock will to be issued to the Subscriber has been duly and validly issued, fully paid and non-assessableauthorized, and the Warrant Shares, when issued upon exercise of the Warrants and paid for in exchange for the payment in full of the exercise price for such Warrant Share therein specified, accordance with this Subscription Agreement will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets meet the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing of this Offering), the authorized capital stock the capitalization of the Company will consist of 750,000,000 100,000,000 shares of Common Stock, $0.001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger Share Exchange (taking into account the cancellation of 2,040,000 shares of Common Stock but before the closing of this Offering), there will be outstanding 18,603,191 16,922,450 shares of Common Stock, no warrants to purchase shares of Common Stock (excluding warrants to be issued to the Placement Agent further to the Offering, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering DocumentsMemorandum, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, assessable will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock The capitalization of the Company will consist as of 750,000,000 shares of Common StockJune 30, $0.001 par value per share2004, is as described in the Company's Form 10-QSB for the six months ended June 30, 2004. Of the authorized The Company has not issued any capital stock since such date other than pursuant to the conversion or exercise of the Company, immediately after the effective time of outstanding common stock equivalents or as contemplated by the Merger (but before Agreement. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stocktransactions contemplated by the Offering Documents. Except as a result of the purchase and sale of the Units Units, as contemplated in the Merger Agreement, Agreement or as disclosed in the SEC Reports or the Offering DocumentsReports, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The outstanding shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be Company have been duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets meet the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time of the Merger Share Exchange (but before the closing any Closing of this Offering), the authorized capital stock of the Company will consist of 750,000,000 100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) and 10,000,000 shares of “blank check” preferred stock, $0.001 par value $0.0001 per share. Of the authorized capital stock of the Company, immediately after the effective time of the Merger Share Exchange and including the Shares of Common Stock issued in the Offering, assuming it is fully subscribed at such effective time, and assuming the cancellation of the Maximum Cancelled Shares and the Maximum Cancelled Warrants pursuant to the Cancellation Agreement at the effective time (but before as such terms are defined in the closing of this OfferingCancellation Agreement), there will be outstanding 18,603,191 12,217,455 shares of Common Stock and 782,545 warrants to purchase shares of Common Stock, and no options to purchase shares of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Units Shares will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company's ’s capital stock outstanding immediately after the effective time of the Merger Share Exchange (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights or other securities entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of any security holder of the Company. No holder of any of the Company's ’s securities has any rights, "“demand," "” “piggy-back" ” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Merger Agreement and as described in the Offering DocumentsExchange Agreement. The Common Stock and the Warrants Shares to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock Shares will be duly and validly issued, fully paid and non-assessable will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. Immediately after the effective time As of the Merger (but before the closing of this Offering)Effective Date, the authorized capital stock limited liability company interests of the Company will consist entirely of 750,000,000 New Common Units and New Participating Preferred Units, the number of which shall be as set forth in the Amended LLC Agreement of Effective Date Aquilex. As of the Effective Date, the only New Common Units and New Participating Preferred Units that shall be issued and outstanding shall be those New Common Units and New Participating Preferred Units that shall have been issued in accordance with the Restructuring Support Agreement and this Agreement. Except as set forth on Schedule 2.2, as of the Effective Date, there will be no options, warrants, securities or rights that are or may become exercisable or exchangeable for, convertible into, or that otherwise give any Person any right to acquire, shares of Common Stock, $0.001 par capital stock or other securities of the Company or to receive payments based in whole or in part upon the value per share. Of of the authorized capital stock of the Company, immediately after the effective time whether pursuant to a phantom stock plan or otherwise. As of the Merger (but before Effective Date, and except as provided hereunder or contemplated by the closing of this Offering)Restructuring Support Agreement, there will be outstanding 18,603,191 shares no Contracts relating to the issuance, grant, sale or transfer of Common Stock. Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreementany equity securities, or as disclosed in the SEC Reports or the Offering Documents, there are no additional outstanding options, warrants, script rights to subscribe to, calls convertible securities or commitments other securities of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in contemplated by the Offering DocumentsRestructuring Support Agreement, the issuance and sale as of the Units Effective Date, there will not obligate be no Contracts of the Company to issue shares repurchase, redeem or otherwise acquire any of Common Stock or other securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exerciseits equity securities, conversion, exchange or reset price under such securities. The shares of the Company's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, warrants, or rights convertible securities or other securities entitling and, other than pursuant to the holders Amended LLC Agreement, the Company will not have granted any registration rights with respect to acquire any of its securities or any securities of any of its Subsidiaries. As of the Effective Date, all of the outstanding New Common Stock has Units and the New Participating Preferred Units (including the Units) will have been duly authorized, validly issued and fully paid, and, assuming the accuracy of the Backstop Parties’ representations and warranties set forth in Section 3, will not be issued in violation of the preemptive rights of Securities Act or any security holder of the Company. No holder of any of the Company's securities has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement other applicable Laws (as defined belowincluding state “blue sky” Laws), except as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to be issued to the Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Common Stock will be duly and validly issued, fully paid and non-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of trading in the Common Stock is in effect.